Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 13, 2020, Patrick Duff, who has served as a director of Sealed Air
Corporation (the "Company") since 2010, informed the Company's Board of
Directors (the "Board") of his decision not to stand for reelection at the
Company's 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting"). Mr.
Duff will remain a director and maintain his committee membership through the
2020 Annual Meeting. Mr. Duff's decision not to stand for reelection was not
due to any disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 12, 2020, the Board approved amendments to the Company's Amended and
Restated Bylaws (as amended, the "Bylaws"), which became effective immediately.
Among other things, the amendments include changes to the advance notice
provisions to require (i) additional information and updates from stockholders
who wish to nominate any person for election to the Board (including information
about the securities and derivative positions held by the stockholder and the
relationships between the stockholder and the nominee), and (ii) that a nominee
for director submitted by a stockholder provide certain information,
representations and agreements to the Company in order to be eligible for
election.
The foregoing description of the amendments to the Bylaws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amended and Restated Bylaws of Sealed Air Corporation, as amended through
February 12, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded
within the document).
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